Dwight Gibson
About Dwight Gibson
Dwight Gibson (age 50) has served on Interface, Inc.’s Board since 2019. He is currently an Operating Partner at Pritzker Private Capital (since January 2024), and previously served as CEO and director of BlueLinx Holdings (June 2021–March 2023). His prior roles include Chief Commercial Officer and segment president positions at SPX FLOW and 11 years at Ingersoll Rand, bringing growth-oriented operational, sales, and strategic leadership experience in global manufacturing. The Board’s skills matrix flags his strengths in C‑suite management, international business, strategy development, M&A, and sales/marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueLinx Holdings, Inc. (NYSE: BXC) | Chief Executive Officer and Director | Jun 2021–Mar 2023 | Led wholesale building products distributor; board service during CEO tenure |
| SPX FLOW, Inc. | Chief Commercial Officer; President, Food & Beverage & Industrial Segments; President, Food & Beverage Segment | CCO through 2020; Segment President roles 2016–2020 | Commercial leadership; segment P&L accountability |
| Ingersoll Rand | Various leadership roles | 11 years | HVAC/manufacturing operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pritzker Private Capital | Operating Partner | Since Jan 2024 | Private capital operating partner role |
Board Governance
- Independence: The Board determined all current directors except Daniel T. Hendrix and Laurel M. Hurd are independent; Gibson is independent .
- Committee assignments: Member, Compensation & Talent Development Committee (chair: Catherine M. Kilbane; other members: Gibson, Joseph Keough) .
- Attendance: Board met 4 times in 2024, and all incumbent directors attended at least 75% of Board and committee meetings for which they were members .
- Committee activity: Compensation & Talent Development Committee met 4 times in 2024; Audit met 10; Nominating & Governance met 1; Innovation & Sustainability met 2 .
- Governance enhancements: Independent Chairman appointed March 13, 2024, with prior Lead Independent Director responsibilities detailed; independent directors held two executive sessions in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Talent Development | Member | 4 |
| Audit | — | 10 |
| Nominating & Governance | — | 1 |
| Innovation & Sustainability | — | 2 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 87,500 | 357 (restricted stock dividends at $0.01 per share per quarter on director awards) | 201,640 |
| 2023 | 87,500 | 523 (restricted stock dividends) | 189,110 |
- Structure: Annual director fee $80,000; committee membership fees—Audit $10,000; Compensation, Nominating & Governance, Innovation & Sustainability $7,500; committee chairs—Audit $20,000, others $15,000; Lead Independent Director incremental $20,000; Chairman cash fee $120,000 plus stock award (prior chairman Dan Hendrix received $240,000 and no stock award) .
Performance Compensation
| Year | Stock Awards ($) | Director Equity Detail | Vesting/Status |
|---|---|---|---|
| 2024 | 113,783 | Award of 7,015 restricted shares at grant-date fair value $16.22/share (Kennedy received 9,247 shares) | As of Dec 29, 2024, 7,015 unvested restricted shares held by each non-Hendrix director |
| 2023 | 101,087 | Annual director restricted stock award (standard program) | Not specified for directors; options not used in recent years |
Company executive incentive metrics (overseen by the Compensation & Talent Development Committee):
- Annual bonus (2024): 85% adjusted operating income; 15% currency-neutral sales; threshold/goal/max levels .
- Long-term performance shares: Adjusted EBITDA (75%) and three-year cumulative ROIC (25%) for 2022–2024; 2024–2026 program maintained same structure with EBITDA targets (threshold $116.3m; goal $166.2m; max $191.1m); 2024 adjusted EBITDA was $189.0m, aggregating toward the three-year goal .
| Metric | Weight | Threshold | Goal | Maximum |
|---|---|---|---|---|
| Adjusted Operating Income (Annual Bonus 2024) | 85% | $80,778,000 | $124,274,000 | $142,915,000 |
| Currency-Neutral Sales (Annual Bonus 2024) | 15% | $1,172,070,000 | $1,280,951,000 | $1,325,789,000 |
| Adjusted EBITDA (LTI 2024–2026) | 75% | $116.3m | $166.2m | $191.1m |
| Three-year Cumulative ROIC (LTI 2022–2024) | 25% | Not disclosed | Not disclosed | Not disclosed |
Additional compensation governance policies:
- Clawback policy for excess incentive-based compensation due to restatement; independent comp consultant (Pearl Meyer) with no conflicts; prohibition on hedging and on pledging Company stock by officers and directors; “double-trigger” change-in-control provisions in executive equity and severance agreements .
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| BlueLinx Holdings, Inc. (NYSE: BXC) | Prior | Director during CEO tenure | No compensation committee interlocks disclosed; none of Company’s executive officers served on other entities’ compensation committees involving Interface directors |
No related-party transactions disclosed involving Gibson; the proxy’s example was employment of the son of director Dan Hendrix with oversight safeguards; Board policy requires Audit Committee review/approval of related-party transactions and prohibits participating in approvals where a member is conflicted .
Expertise & Qualifications
- Board skills matrix: C‑Suite Executive Management, International Business, Strategy Development, Mergers & Acquisitions, Sales & Marketing .
- Nominee qualifications emphasize driving growth for purpose-driven global manufacturing companies across sales, operations, strategy, and executive management .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Dwight Gibson | 57,085 | <1% (“*”) | Based on 58,607,970 shares outstanding (Mar 14, 2025) |
| Unvested Director Restricted Shares | 7,015 | — | Held by each non-Hendrix director as of Dec 29, 2024 |
| Options | 0 | — | No stock options held by directors at end of 2024 |
Ownership alignment policies:
- Directors must hold 2,000 unrestricted shares within two years of election; all current directors met the standard; directors expected to retain net after-tax shares from vesting; hedging prohibited; pledging prohibited for officers and directors .
Governance Assessment
- Board effectiveness: Gibson is an engaged, independent director on the Compensation & Talent Development Committee, which met four times in 2024 and uses an independent consultant (Pearl Meyer) without conflicts; incentive structures emphasize measurable financial objectives and long-term performance (EBITDA, ROIC), with clawbacks and double‑trigger protections—supportive of investor alignment .
- Compensation/ownership alignment: Director pay mixes cash retainer plus annual restricted stock; Gibson’s 2024 total of $201,640 included $113,783 in stock awards and $87,500 cash, with unvested restricted stock holdings and retention/ownership policies, which reduce misalignment risks; no director options outstanding .
- Independence/attendance: Independent status and minimum 75% attendance of all incumbents are positives for governance continuity and oversight .
- Conflicts & related parties: No transactions involving Gibson disclosed; robust related-party review policy mitigates conflict risks; singular disclosed related person relates to another director’s family member and is ring-fenced .
- RED FLAGS: None disclosed specific to Gibson. Company prohibits pledging/hedging by officers/directors, reducing alignment risk; no compensation committee interlocks noted; director equity paid in RS without options repricing .